RAIT Financial Trust (RAS)

RAIT Financial Trust manages a portfolio of real-estate related assets, provides a
comprehensive set of debt financing options to the real estate industry and invests in real estate-related assets. Our income is generated primarily from:



interest income from our investments, net of any financing costs, or net interest margin,



fee income from originating and managing assets and



rental income from our investments in real estate assets.

We continue to face challenging and volatile market conditions that began in the second half of 2007, including significant disruptions in the credit markets, abrupt and significant devaluations of assets directly or
indirectly linked to the real estate finance markets, and the attendant removal of liquidity, both long and short term, from the capital markets. More recently, global recessionary economic conditions have developed and the capital markets have
become even more volatile. We cannot predict with any certainty the potential impact on our financial performance of contemplated or future government interventions in financial markets. We seek to position RAIT to be able to take advantage of
opportunities once market conditions improve and to maximize shareholder value over time. To do this, we will continue to focus on:

In the current economic environment, we are seeking to effectively manage and service our investment portfolios with a goal of continuing to generate
cash flow from our securitizations and our investments. We expect to continue to focus our efforts on our commercial real estate portfolio, while we expect our other portfolios to continue to generate significant cash flow. Given this environment,
we continue to review investment opportunities within our own capital structure, such as collateral exchanges with our securitizations, to seek to improve the credit profile of, and maximize the distributions from, our securitizations. We expect to
enhance our ability to earn asset management and servicing fees in the future. While our collateral management fees were reduced in 2008 by the increasing redirection of our subordinated management fees from securitizations due to the performance of
the underlying collateral, we continued to earn substantial senior management fees and see opportunities for growth in this area. In 2008, we experienced lower asset originations and, accordingly, lower origination fees. Our return from originating
new investments may increasingly be in the form of fees under the terms of new financing arrangements we develop, such as co-investment and joint venturing strategies.

We originated a smaller amount of new investments in 2008 due to the economic conditions and the limited availability of new capital discussed above. We expect our rate of originating new investments to remain lower
than historical levels. We continue to look for new investment opportunities, including investments in the distressed commercial real estate debt market.

During 2008, we reduced our leverage and eliminated our exposure to short term repurchase debt subject to margin calls. We also have repurchased, and expect to continue to repurchase, our discounted debt. We will also
continue to seek and develop alternative financing sources while focusing on enhancing our liquidity.

During the years ended
December 31, 2008 and 2007, we generated adjusted earnings per diluted share of $1.82 and $2.88, respectively, total loss per diluted share of $6.99 and $6.18, respectively, and gross cash flow of $174.5 million and $214.3 million,
respectively. Our GAAP net losses in the years ended December 31, 2008 and 2007 were primarily caused by the following:



Allowance for losses. We increased our allowance for losses to $172.0 million as of December 31, 2008 from $26.4 million as of December 31, 2007.
The provision for losses recorded during the year ended December 31, 2008 was $162.8 million and resulted from increased delinquencies in our residential mortgage loans and increased non-performing loans in our commercial real estate
portfolios.

Performance in our commercial real estate portfolio has deteriorated during 2008. As of December 31,
2008, we had $186.0 million of non-performing loans, an increase of $144.1 million from $41.9 million of non-performing loans as of December 31, 2007. Worsening economic conditions, reduced occupancy, lack of liquidity and, in some cases,
bankruptcy by our borrowers, has caused the increase in our non-performing loans and the related increase in our allowance for losses. We increased our allowance for losses on our commercial real estate portfolio to $117.7 million as of
December 31, 2008 from $14.6 million as of December 31, 2007.

During the year ended December 31, 2008, delinquencies in our
residential mortgage portfolios increased by $184.4 million, or 153.8%, to $304.3 million as of December 31, 2008 compared to $119.9 million as of December 31, 2007. During this same period, house prices across the United States declined
dramatically coupled with a steady and significant increase in loan foreclosures. As a result of these trends, we increased our allowance for losses on our residential mortgages to $54.2 million as of December 31, 2008 from $11.8 million as of
December 31, 2007.

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

Changes in fair value of financial instruments. During 2008, the change in fair value of our financial instruments fluctuated significantly from historical
levels due to the continuing turmoil in the credit markets. The change in fair value of our financial instruments was a net decrease of $552.4 million during the year ended December 31, 2008, before noncontrolling allocations of $206.0 million.
This change was comprised of a decrease in the fair value of our financial assets totaling $1.7 billion, a decrease in the fair value of our financial liabilities totaling $1.6 billion and a decrease in the fair value of our interest rate
derivatives totaling $394.8 million. Due to the volatility of the financial markets, we are unable to predict with any level of certainty the future changes in the fair value of our financial instruments.



Asset impairments. We recorded asset impairments of $67.1 million during the year ended December 31, 2008. These asset impairments were comprised of
$22.6 million associated with investments in securities whose cash flows were reduced during 2008 from collateral defaults, $29.1 million associated with intangible assets, and $15.4 million associated with direct real estate investments where
the expected recovery value of the property has diminished below our investment basis.

Our commercial real estate loans
are our primary investment portfolio generating $95.4 million, or 54.7%, and $119.7 million, or 55.8%, of our gross cash flow during the years ended December 31, 2008 and 2007, respectively. During the years ended December 31, 2008
and 2007, we originated $612.7 million and $2,586.6 million, respectively, of new commercial real estate loans. Worsening economic conditions have subjected borrowers under our commercial real estate loans to financial stress, which has
increased the number of loans on non-accrual and caused us to increase our allowance for losses. We continue to actively monitor and manage these loans. Where it is likely to enhance our returns, we consider restructuring loans, including
restructuring that results in our consolidation of the underlying property. As we continue to pursue ways of improving our overall recovery and repayment on these loans, we may experience temporary reductions in net investment income and cash flow.
CMBS financing has become less available as a source of refinancing for our borrowers, which slowed the pace of refinancing by our borrowers while also creating new lending opportunities for us. The U.S. government sponsored entities Fannie Mae
and Freddie Mac continue to provide financing for the acquisition and refinancing of multi-family properties, which may positively impact our loans collateralized by multi-family properties. Liquidity for other commercial property types
remains limited since banks are hesitant to lend and the securitization market for commercial real estate assets effectively has ceased. A substantial portion of our commercial real estate portfolio will mature in 2009. We expect that we will
restructure increasing numbers of loans in the event our borrowers cannot obtain sources of refinancing upon maturity.

Our portfolio of
residential mortgages generated $19.5 million, or 11.2%, and $21.2 million, or 9.9%, of our gross cash flow during the years ended December 31, 2008 and 2007, respectively. We have seen the delinquency rates in our residential mortgage
portfolio increase, which resulted in increases in our loan loss reserves and the number and amount of loans on non-accrual status.

Our
portfolio of TruPS generated $44.3 million, or 25.4%, and $58.6 million, or 27.4%, of our gross cash flow during the years ended December 31, 2008 and 2007, respectively. We continue to experience credit deterioration of TruPS issuers. This
credit deterioration adversely affects the cash flow we receive from our securitizations and the fair value of their collateral. We continue to seek remedies and other means of restructuring our TruPS so as to improve the overall recovery in
future periods. In January 2009, Taberna VIII and Taberna IX did not receive interest payments from a borrower which resulted in the re-direction of cash flow to repay principal of senior debt in each of these securitizations.

While we believe we have made appropriate adjustments to the valuation of our investments and our provision for losses in our residential mortgage and
commercial real estate loan portfolios, future operations may be adversely affected by similar conditions in our investment portfolio.

RAIT Financial Trust invests in and manages a portfolio of real estate related assets and provides a comprehensive set of debt financing options to the
real estate industry. Our income is generated primarily from:



interest income from our investments, net of any financing costs, or net interest margin,



fee income from originating and managing assets and



rental income from our investments in real estate assets.

We continue to face challenging and volatile market conditions resulting from global recessionary economic conditions, including significant disruptions in the credit markets, abrupt and significant devaluations of
assets directly or indirectly linked to the real estate finance markets, and the attendant removal of liquidity, both long and short term, from the capital markets. We cannot predict with any certainty the potential impact on our financial
performance of contemplated or future government interventions in financial markets. We seek to position RAIT to be able to take advantage of opportunities once market conditions improve and to maximize shareholder value over time. To do this, we
will continue to focus on:

In the current economic environment, we are seeking to effectively manage and service our investment portfolios with a goal of continuing to generate
cash flow from our securitizations and our investments. We expect to continue to focus our efforts on our commercial real estate portfolio, while we expect our other portfolios to continue to generate cash flow. Given the current environment, we
continue to review investment opportunities within our own capital structure, such as collateral exchanges with our securitizations, and seek to improve the credit profile of, and maximize the distributions from, our securitizations. While a
substantial portion of our subordinated collateral management fees from our securitizations continued to be redirected in the first quarter of 2009 due to the performance of the underlying collateral, we continued to earn senior management fees. Our
return from originating new investments may increasingly be in the form of fees under the terms of new financing arrangements we develop, such as co-investment and joint venturing strategies. In addition, we expect to enhance our ability to earn
property management and servicing fees in the future.

During the three-month periods ended March 31, 2009 and 2008, we generated
adjusted earnings per diluted share of $0.27 and $0.52, respectively, total earnings (loss) per diluted share of $(2.22) and $2.12, respectively, and gross cash flow of $30.5 million and $45.9 million, respectively. A reconciliation of
RAITs reported generally accepted accounting principles, or GAAP, net income (loss) allocable to common shares to adjusted earnings is set forth below. See Performance Measures-Adjusted Earnings. RAITs GAAP net loss for the
three-month period ended March 31, 2009 was primarily caused by the following:



Allowance for losses. We increased our allowance for losses to $226.1 million as of March 31, 2009 from $172.0 million as of December 31, 2008. The
provision for losses recorded during the three-month period ended March 31, 2009 was $119.5 million and resulted from increased delinquencies in our residential mortgage loans and additional non-performing loans in our commercial real estate
portfolios.



Changes in fair value of financial instruments. During 2009, the change in fair value of our financial instruments continued to deteriorate due to the
continuing turmoil in the credit markets. The change in fair value of our financial instruments was a net decrease of $99.8 million during the three-month period ended March 31, 2009, before allocations of $13.5 million to

our noncontrolling interests. This change was comprised of a decrease in the fair value of our financial
assets totaling $190.7 million, a decrease in the fair value of our financial liabilities totaling $82.6 million and a decrease in the fair value of our interest rate derivatives totaling $8.3 million. Due to the volatility of the financial markets,
we are unable to predict with any level of certainty the future changes in the fair value of our financial instruments.

Our commercial
real estate loans are our primary investment portfolio generating $20.3 million, or 66.6%, and $25.1 million, or 54.8%, of our gross cash flow during the quarters ended March 31, 2009 and 2008, respectively. Current economic conditions
have subjected borrowers under our commercial real estate loans to financial stress, which has increased the number of loans on non-accrual and caused us to increase our allowance for losses. Where it is likely to enhance our returns, we consider
restructuring loans or foreclosing on the underlying property. During the quarter ended March 31, 2009, we took title to eleven properties that served as collateral on our commercial real estate loans. In April 2009, we took title to seven
properties that served as collateral on our commercial real estate loans. We expect we will continue to engage in workout activity with respect to our commercial real estate loans that may result in the conversion of the property collateralizing
those loans. The effect of these workouts generally would decrease the amount of our commercial real estate loans and increase the amount of investments in real estate interests we hold. Under GAAP, we may take a non-cash charge to earnings at the
time of any foreclosure to the extent the amount of our loan, reduced by any allowance for losses and certain other expenses, exceeds the fair value of the property at the time of the conversion. We plan to improve the performance of properties we
convert through workout activity and so have expanded our commercial property management capabilities. Effective May 1, 2009, we formed a joint venture, referred to as Jupiter Communities, with the owners of an established property management
firm specializing in managing multi-family properties. We have a 75% interest in the joint venture and paid a $1.3 million capital contribution to the joint venture on May 1, 2009. On May 1, 2009, the joint venture acquired the contracts and
employees of the predecessor entity. We expect this enhanced management capability to generate fee income, partially offset by increased general and administrative expense related to Jupiter Communities.

Our portfolio of residential mortgages generated $4.5 million, or 14.8%, and $5.1 million, or 11.1%, of our gross cash flow during the quarters ended
March 31, 2009 and 2008, respectively. We have seen the delinquency rates in our residential mortgage portfolio increase, which resulted in increases in our loan loss reserves and the number and amount of loans on non-accrual status.

Our portfolio of trust preferred securities, or TruPS, generated $3.8 million, or 12.3%, and $11.9 million, or 25.8%, of our gross cash
flow during the quarters ended March 31, 2009 and 2008, respectively. We continue to experience credit deterioration of TruPS issuers. This credit deterioration adversely affects the cash flow we receive from our securitizations and the fair
value of their collateral. We continue to seek remedies and other means of restructuring our TruPS so as to improve the overall recovery in future periods.

Investors should read the Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, or the
Annual Report, for a detailed discussion of the following items:

Our compensation policies are intended to compensate and reward executive officers who build long-term value for our shareholders and to provide
appropriate compensation packages to attract, motivate, reward and retain talented and experienced executive officers. RAITs compensation committee has designed executive compensation programs to carry out these policies by rewarding
performance that is directly relevant to our long-term success and goals relating to building value and generating distributions to our shareholders. The primary components of executive pay include base salary, annual cash bonuses and equity-based
compensation. Our compensation committee is also responsible for applying our compensation policies by setting the base salary, annual bonuses and equity-based compensation for our executive officers, including our named executives, as well as
setting equity-based compensation for all employees. Our named executives are Mrs. Cohen, Mr. Cohen, Mr. Salmon, Mr. Schaeffer and Mr. Mitrikov. See Executive Officer Compensation below. The role of our
compensation committee, its use of a compensation consultant and the participation of executive officers in the compensation process are discussed above. See Information Concerning Our Board of Trustees, Committees and Governance-Compensation
Committee.

In applying our compensation policies to the named executives in 2008, the compensation committee sought to balance
RAITs overall financial performance in 2008 with recognition of the executive management teams financial and strategic accomplishments during 2008 in the context of the global economic recession and its particular impact on the real
estate and financial industries. During the year ended December 31, 2008, RAIT reported a GAAP total loss per diluted share of $7.03 alongside a radical reduction in the trading price of RAITs securities. The primary causes of the GAAP
loss were attributable to an almost unprecedented global economic recession in which RAIT recognized increased allowance for losses, increased asset impairments and adverse changes in the fair value of its financial instruments. Nonetheless, the
compensation committee recognized that it was in RAITs best long-term interest to recognize efforts taken and results achieved by the executive management team in determining an appropriate compensation package. For example, despite the
recession, RAIT generated adjusted earnings per diluted share of $1.84, gross cash flow of $174.5 million and paid aggregate dividends per diluted share of $1.73. During 2008, RAIT also reduced its leverage and eliminated its substantial exposure to
short term repurchase debt subject to imminent margin calls. RAIT provides an analysis of its financial and operational performance in the Managements Discussion and Analysis of Financial Condition and Results of Operations
section of RAITs 2008 Annual Report on Form 10-K, or the 2008 annual report, filed with the SEC.

We believe that RAIT has an
outstanding management team and that their long-term commitment is crucial to our future performance. We had previously negotiated and entered into, and in some cases had amended, employment agreements with all of our executive officers, including
the named executives. In February 2009, Mr. Cohen resigned as chief executive officer of RAIT, although he continues to serve as a trustee of RAIT. The compensation committee feels that RAITs ability to implement a succession plan by
promoting Mr. Schaeffer to serve as the new chief executive officer demonstrates the depth of RAITs management team and the benefit of compensation policies intended to maintain the long-term commitment of that team.

The compensation committee increased the base salary of four of the five named executives in 2008 from 2007 and maintained the base salary of the fifth
named executive. Where an executive officers employment agreement required a percentage increase in base salary, the increase in base salary granted was limited to the minimum amount called for. If an increase in base salary was not required,
an executive officers base salary remained flat or was increased approximately the same percentage as those who had minimum required percentage increases, except where the executive officers responsibilities increased or if the
compensation committee determined compensation adjustments were in order to create parity among executive officers with similar responsibilities. The reasons for these increases are further discussed below in Compensation for the Named
Executives in 2008.

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The compensation committee proposed, and at its 2008 annual meeting RAITs shareholders approved, a
performance-based 2008 cash award program contingent on RAITs achievement of certain levels of adjusted earnings for 2008. This program resulted in decreased bonus payments for four of the five named executives in 2008 from 2007 and an
increased bonus payment for the fifth named executive. The program is further described below. See Grants of Plan-Based Awards in 2008 and Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards-2008 Cash
Awards Program. The compensation committee did not make any discretionary bonus awards for 2008. The compensation committee did not establish a similar quantitative criteria-based bonus program for 2009 but retains the right to establish a
discretionary cash bonus pool for the named executives and other officers whose compensation it sets for 2009.

The compensation committee
did not make any new equity compensation awards to the executive officers, including the named executives, in 2008. In addition, the executive officers acknowledged the changed market conditions in the second half of 2007 by voluntarily forfeiting
in December 2007 phantom units awarded to them in January 2007. The amounts reflected in the Summary Compensation Table for 2008 below under the column Stock Awards for 2008 reflects the dollar amount expensed for financial
statement reporting purposes for options, restricted shares and phantom units granted prior to 2007. The fair market value of these outstanding awards has significantly declined since 2007. The compensation committee continues to believe
equity-based compensation is important to align the interests of our named executives with our shareholders and continues to analyze the best way to structure future awards given the current trading price of the common shares and the limited number
of common shares available for awards under the incentive award plan.

RAIT Financial Trust manages a portfolio of real-estate related assets, provides a
comprehensive set of debt financing options to the real estate industry and invests in real estate-related assets. Our income is generated primarily from:



interest income from our investments, net of any financing costs, or net interest margin,



fee income from originating and managing assets and



rental income from our investments in real estate assets.

We continue to face challenging and volatile market conditions that began in the second half of 2007, including significant disruptions in the credit markets, abrupt and significant devaluations of assets directly or
indirectly linked to the real estate finance markets, and the attendant removal of liquidity, both long and short term, from the capital markets. More recently, global recessionary economic conditions have developed and the capital markets have
become even more volatile. We cannot predict with any certainty the potential impact on our financial performance of contemplated or future government interventions in financial markets. We seek to position RAIT to be able to take advantage of
opportunities once market conditions improve and to maximize shareholder value over time. To do this, we will continue to focus on:

In the current economic environment, we are seeking to effectively manage and service our investment portfolios with a goal of continuing to generate
cash flow from our securitizations and our investments. We expect to continue to focus our efforts on our commercial real estate portfolio, while we expect our other portfolios to continue to generate significant cash flow. Given this environment,
we continue to review investment opportunities within our own capital structure, such as collateral exchanges with our securitizations, to seek to improve the credit profile of, and maximize the distributions from, our securitizations. We expect to
enhance our ability to earn asset management and servicing fees in the future. While our collateral management fees were reduced in 2008 by the increasing redirection of our subordinated management fees from securitizations due to the performance of
the underlying collateral, we continued to earn substantial senior management fees and see opportunities for growth in this area. In 2008, we experienced lower asset originations and, accordingly, lower origination fees. Our return from originating
new investments may increasingly be in the form of fees under the terms of new financing arrangements we develop, such as co-investment and joint venturing strategies.

We originated a smaller amount of new investments in 2008 due to the economic conditions and the limited availability of new capital discussed above. We expect our rate of originating new investments to remain lower
than historical levels. We continue to look for new investment opportunities, including investments in the distressed commercial real estate debt market.

During 2008, we reduced our leverage and eliminated our exposure to short term repurchase debt subject to margin calls. We also have repurchased, and expect to continue to repurchase, our discounted debt. We will also
continue to seek and develop alternative financing sources while focusing on enhancing our liquidity.

During the years ended
December 31, 2008 and 2007, we generated adjusted earnings per diluted share of $1.84 and $2.75, respectively, total loss per diluted share of $7.03 and $6.26, respectively, and gross cash flow of

$174.5 million and $214.3 million, respectively. Our GAAP net losses in the years ended December 31, 2008 and 2007 were primarily caused by the
following:



Allowance for losses. We increased our allowance for losses to $172.0 million as of December 31, 2008 from $26.4 million as of December 31, 2007.
The provision for losses recorded during the year ended December 31, 2008 was $162.8 million and resulted from increased delinquencies in our residential mortgage loans and increased non-performing loans in our commercial real estate
portfolios.

Performance in our commercial real estate portfolio has deteriorated during 2008. As of December 31,
2008, we had $186.0 million of non-performing loans, an increase of $144.1 million from $41.9 million of non-performing loans as of December 31, 2007. Worsening economic conditions, reduced occupancy, lack of liquidity and, in some cases,
bankruptcy by our borrowers, has caused the increase in our non-performing loans and the related increase in our allowance for losses. We increased our allowance for losses on our commercial real estate portfolio to $117.7 million as of
December 31, 2008 from $14.6 million as of December 31, 2007.

During the year ended December 31, 2008, delinquencies in our
residential mortgage portfolios increased by $184.4 million, or 153.8%, to $304.3 million as of December 31, 2008 compared to $119.9 million as of December 31, 2007. During this same period, house prices across the United States declined
dramatically coupled with a steady and significant increase in loan foreclosures. As a result of these trends, we increased our allowance for losses on our residential mortgages to $54.2 million as of December 31, 2008 from $11.8 million as of
December 31, 2007.



Changes in fair value of financial instruments. During 2008, the change in fair value of our financial instruments fluctuated significantly from historical
levels due to the continuing turmoil in the credit markets. The change in fair value of our financial instruments was a net decrease of $552.4 million during the year ended December 31, 2008, before minority interest allocations of $206.0
million. This change was comprised of a decrease in the fair value of our financial assets totaling $1.7 billion, a decrease in the fair value of our financial liabilities totaling $1.6 billion and a decrease in the fair value of our interest rate
derivatives totaling $394.8 million. Due to the volatility of the financial markets, we are unable to predict with any level of certainty the future changes in the fair value of our financial instruments.



Asset impairments. We recorded asset impairments of $67.1 million during the year ended December 31, 2008. These asset impairments were comprised of
$22.6 million associated with investments in securities whose cash flows were reduced during 2008 from collateral defaults, $29.1 million associated with intangible assets, and $15.4 million associated with direct real estate investments where
the expected recovery value of the property has diminished below our investment basis.

Our commercial real estate loans
are our primary investment portfolio generating $95.4 million, or 54.7%, and $119.7 million, or 55.8%, of our gross cash flow during the years ended December 31, 2008 and 2007, respectively. During the years ended December 31, 2008
and 2007, we originated $612.7 million and $2,586.6 million, respectively, of new commercial real estate loans. Worsening economic conditions have subjected borrowers under our commercial real estate loans to financial stress, which has
increased the number of loans on non-accrual and caused us to increase our allowance for losses. We continue to actively monitor and manage these loans. Where it is likely to enhance our returns, we consider restructuring loans, including
restructuring that results in our consolidation of the underlying property. As we continue to pursue ways of improving our overall recovery and repayment on these loans, we may experience temporary reductions in net investment income and cash flow.
CMBS financing has become less available as a source of refinancing for our borrowers, which slowed the pace of refinancing by our borrowers while also creating new lending opportunities for us. The U.S. government sponsored entities Fannie Mae
and Freddie Mac continue to provide financing for the acquisition and refinancing of multi-family properties, which may positively impact our loans collateralized by multi-family properties. Liquidity for other commercial property types
remains limited since banks are hesitant to lend and the securitization market for commercial real estate assets effectively has ceased. A substantial portion of our commercial real estate portfolio will mature in 2009. We expect that we will
restructure increasing numbers of loans in the event our borrowers cannot obtain sources of refinancing upon maturity.

Our portfolio of residential mortgages generated $19.5 million, or 11.2%, and $21.2 million, or 9.9%, of
our gross cash flow during the years ended December 31, 2008 and 2007, respectively. We have seen the delinquency rates in our residential mortgage portfolio increase, which resulted in increases in our loan loss reserves and the number and
amount of loans on non-accrual status.

Our portfolio of TruPS generated $44.3 million, or 25.4%, and $58.6 million, or 27.4%, of our gross
cash flow during the years ended December 31, 2008 and 2007, respectively. We continue to experience credit deterioration of TruPS issuers. This credit deterioration adversely affects the cash flow we receive from our securitizations and the
fair value of their collateral. We continue to seek remedies and other means of restructuring our TruPS so as to improve the overall recovery in future periods. In January 2009, Taberna VIII and Taberna IX did not receive interest payments from
a borrower which resulted in the re-direction of cash flow to repay principal of senior debt in each of these securitizations.

While we
believe we have made appropriate adjustments to the valuation of our investments and our provision for losses in our residential mortgage and commercial real estate loan portfolios, future operations may be adversely affected by similar conditions
in our investment portfolio.

RAIT relies on its executive management team to guide it in an increasingly complex business environment. Beginning in the second half of 2007 there have
been unprecedented disruptions in the credit markets, abrupt and significant devaluations of assets directly or indirectly linked to the U.S. real estate finance markets, and the attendant removal of liquidity, both long- and short-term, from the
capital markets. We recorded material asset impairments, due primarily to credit deterioration of TruPS issuers in the residential mortgage or homebuilder sectors, which were the primary cause of our reported GAAP net loss during 2007. These events
offset many of the accomplishments of the continuing members of our executive management team in 2007, including raising substantial amounts of capital, completing five securitizations, generating adjusted earnings and dividends, ongoing growth in
our commercial real estate loans and generation of assets under management in Europe and managing our exposure to liquidity risks. In applying our compensation policies, the compensation committee sought to balance RAITs overall financial
performance in 2007 with recognition of the other financial and strategic accomplishments in 2007 of the executive management team. Furthermore, the compensation committee believes that it is in the long-term interest of RAITs shareholders to
retain and incentivize the current executive management team to meet the challenges faced by RAIT in todays markets and to position RAIT for future growth.

Our compensation policies seek to compensate and reward executive officers who build long-term value for our shareholders and to provide appropriate compensation packages to attract, motivate, reward and retain
talented and experienced executive officers. RAITs compensation committee has designed executive compensation programs to carry out these policies by rewarding performance that is directly relevant to our long-term success and goals relating
to building value and generating distributions to our shareholders. It is structured with the following components: base salary, annual cash bonuses, equity-based compensation and other components described below. Our compensation committee is also
responsible for applying our compensation policies by setting the base salary, annual bonuses and equity-based compensation for our executive officers, including our named executives, as well as setting equity-based compensation for all employees.
Our named executives are Mrs. Cohen, Mr. Cohen, Mr. Salmon, Mr. Schaeffer and Mr. Mitrikov. See Executive Officer Compensation below. The role of our compensation committee, its use of a compensation consultant
and the participation of executive officers in the compensation process are discussed above. See Information Concerning Our Board of Trustees, Committees and Governance-Compensation Committee. We believe that the long-term commitment of
our current management team is crucial to our future performance. To ensure the long-term commitment of key members of our management team, we negotiated and entered into or amended employment agreements with all of our executive officers, including
the named executives.

The compensation committee reduced the total compensation paid to each of our executive officers in 2007 from the
amounts paid in 2006 by us and by Taberna prior to the Taberna merger. Where an executive officers employment agreement required a percentage increase in base salary, the increase in base salary was generally limited to the minimum amount
called for. If an increase in base salary was not required, an executive officers base salary remained flat or was increased approximately the same percentage as those who had minimum required percentage increases. The executive officers
acknowledged the changed market conditions in the second half of 2007 by voluntarily forfeiting phantom units awarded to them in January 2007. The compensation committee granted bonuses to the executive officers, with year-over-year reductions for
some named executives, to recognize their accomplishments despite unprecedented market circumstances and for positioning RAIT for the future as described above.

We continue to seek to support our ability to achieve the two key objectives of our compensation policies to attract and maintain key executives and to align the interests of our executives with our shareholders. The
compensation committee and board of trustees of RAIT have recommended, subject to obtaining shareholder approval, amending and restating RAITs 2005 Equity Compensation Plan to become the RAIT Financial Trust

30

2008 Incentive Award Plan as described in Proposal 3 above to allow for cash performance-based awards and to increase the number of common shares issuable
under the Plan. Our compensation committee has granted, subject to obtaining shareholder approval for the Plan, quantitative performance-based cash awards for 2008 to our executive officers described in Proposal 3 above. While retaining the
flexibility to consider making discretionary awards to reward contributions to RAITs long-term growth, the compensation committee expects to expand its use of quantitative performance-based awards in 2008 and thereafter. We believe equity
compensation aligns the interests of our executives with our shareholders and believe increasing the common shares available under the Plan enables the compensation committee to continue to use equity compensation as an important component of our
executives compensation.

We are a specialty finance company that provides a comprehensive set of debt financing
options to the real estate industry. We originate and invest in real estate-related assets that are underwritten through an integrated investment process. We conduct our business through our subsidiaries, RAIT Partnership and Taberna, as well as
through their respective subsidiaries. RAIT is a self-managed and self-advised Maryland REIT. Taberna is also a Maryland REIT. Our objective is to provide our shareholders with total returns over time, including quarterly distributions and capital
appreciation, while seeking to manage the risks associated with our investment strategy.

Beginning in the second half of 2007, there have
been unprecedented disruptions in the credit markets, abrupt and significant devaluations of assets directly or indirectly linked to the U.S. real estate finance markets, and the attendant removal of liquidity, both long and short term, from the
capital markets. These conditions have had, and we expect will continue to have, an adverse effect on us and companies we finance. During 2007, we recorded material asset impairments due primarily to credit deterioration of TruPS issuers in the
residential mortgage or homebuilder sectors that collateralized securitizations we consolidate. These impairments are the primary cause of our reported GAAP net loss during 2007. In addition, during 2007, the market valuation for many classes of
assets in our investment portfolio was impaired and our ability to finance them reduced. Defaults of residential mortgages in our investment portfolio also increased. While we believe we have appropriately valued the assets in our investment
portfolio at December 31, 2007, we cannot assure you that further impairment will not occur or that our assets will otherwise not be adversely effected by market conditions.

The events occurring in the credit markets have impacted our financing strategies. The market for securities issued by securitizations collateralized by
assets similar to those in our investment portfolio has contracted severely. While we were able to sponsor a number of securitizations in 2007, we expect our ability to sponsor new securitizations will be limited for the foreseeable future.
Short-term financing through warehouse lines of credit and repurchase agreements has become less available and reliable as increasing volatility in the valuation of assets similar to those we originate has increased the risk of margin calls. These
events have impacted (and we expect will continue to impact) our ability to finance our business on a long-term, match-funded basis and may impede our ability to originate loans and securities. We expect our fee income will be reduced as compared to
historical levels due to our current reduced origination and securitization levels.

Beginning in the second half of 2007, we have focused
on managing our exposure to liquidity risks primarily by reducing our exposure to possible margin calls under repurchase agreements, seeking to conserve our liquidity and generating our adjusted earnings. We reduced our exposure to margin calls by
paying down our repurchase agreements balances by $1.0 billion during 2007 to $138.8 million as of December 31, 2007. We have continued to manage our liquidity and originate new assets primarily through capital recycling as payoffs occur and
through existing capacities within our completed securitizations.

While we recorded asset impairments as a result of the developments in
the credit markets resulting in our reported GAAP net loss during 2007, we declared common dividends of $2.56 per share. We expect to continue to generate fee income and net investment income from our current investment portfolio and generate
dividends for our shareholders. We have been able to identify opportunities for investments that generate returns that are in excess of historical levels and expect to begin increasing the rate at which we originate investments over our current
historically low rate during the course of 2008, primarily in commercial mortgages, mezzanine loans and other loans and assets under management in Europe. We are also seeking to develop new sources of financing, including additional bank financing,
and increased use of co-investment, participations and joint venture strategies that will enable us to originate investments and generate fee income while preserving capital.

While the events above have significantly impacted our results of operations and ability to finance our growth for the foreseeable future, we completed
the following significant transactions in 2007:

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Capital raising events. During 2007, we raised approximately $869.7 million in capital through the issuance of common shares, preferred shares, convertible
senior notes and other indebtedness. See

Liquidity and Capital Resources below for a further discussion. In connection with our convertible senior note issuance, we terminated our $335.0
million secured line of credit led by KeyBanc Capital Markets, as syndication agent.



Securitization transactions. During 2007, we completed five securitization transactions and raised $4.5 billion to match fund our investments on a long-term
basis through the completion of our Taberna VIII, Taberna IX, RAIT II, Taberna Europe I, Taberna Europe II and Merrill Lynch Mortgage Backed Securities Series 2007-2 securitizations. While Taberna Europe I and Taberna Europe II are not consolidated
in our financial statements, these securitization transactions in Europe provided us with 1.5 billion (or $2.2 billion as of December 31, 2007) of capacity to finance our investment in real estate-related securities in Europe. We retained
42.8 million (or $62.4 million as of December 31, 2007) of par amount preference shares and non-investment grade notes issued from Taberna Europe I and Taberna Europe II. See Liquidity and Capital Resources below for a
further discussion.

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Sale of retained interest in securitizations. During 2007, we sold $24.5 million par amount of our retained interests in our Taberna II and Taberna V
securitizations for $150,000 and, as a result, determined that we were not the primary beneficiary of the variable interest entity pursuant to FIN 46R. The deconsolidations were treated as the sale of the net assets of the securitizations resulting
in the removal of the securitization assets and liabilities totaling $1.6 billion and $1.7 billion respectively, from our balance sheet and we recorded a loss on sale of $99.7 million. At the time of sale, our basis in the remaining retained
interests was negative due to the asset impairments recorded during 2007 and the loss on sale of the net assets of the securitizations. A resulting gain on deconsolidation of $117.2 million was recorded. As a result of these deconsolidation
transactions and resulting gains and losses, we recorded a net gain on deconsolidation of $17.5 million. See Item 8. Financial Statements. We may in the future sell additional retained interests in our consolidated securitizations
which may result in their deconsolidation if we find that to be in our best interests. Any such sale may have material effects on our financial results in the period in which they occur.



Asset impairments and loan loss reserves. During 2007, we recorded other than temporary impairments of $431.7 million on our investments in securities (net
of $85.8 million in allocations to minority interests), $13.2 million on certain of our identified intangible assets and $75.6 million on goodwill. Asset impairments on our investments in securities were attributable primarily to (i) TruPS
issued by companies in the residential mortgage or homebuilder sectors that collateralized securitizations we consolidate and (ii) debt securities issued by securitizations collateralized primarily by securities issued by companies in these
sectors. These impairments resulted primarily from the broad disruption of the U.S. credit markets relating to the residential mortgage and homebuilder sectors that began in July 2007. The withdrawal of most sources of available liquidity for
companies active in these sectors caused payment defaults and significant reductions in the fair value of securities issued by these companies. Furthermore, we recorded asset impairment charges on certain of our identified intangible assets and our
goodwill as the events described above have negatively impacted the fair value of the reporting units in relation to their book value, and as a result, the recoverability of certain of our identified intangibles and goodwill.

Additionally, during 2007, we increased our loan loss reserves relating to our commercial mortgages and mezzanine loans
by $13.2 million and $8.5 million relating to our residential mortgages. The increase in loan loss reserves is the direct result of increased delinquencies in our residential and commercial loan portfolios during 2007.

While we believe we have appropriately determined the level of impairment and reserves as of December 31, 2007, we cannot assure you that no further
temporary or other than temporary impairments or reserves will occur in the future.

We are a diversified real estate finance company that provides a comprehensive set of
financing options to the real estate industry. We originate and invest in real estate-related assets that are underwritten through an integrated investment process. We conduct our business through our subsidiaries, RAIT Partnership L.P. and Taberna
Realty Finance Trust, or Taberna, as well as through their respective subsidiaries. RAIT and Taberna are self-managed and self-advised Maryland real estate investment trusts, or REITs. Our objective is to provide our shareholders with total returns
over time, including quarterly distributions and capital appreciation, while seeking to manage the risks associated with our investment strategy.

During the third quarter of 2007, unprecedented disruptions in the credit markets, abrupt and significant devaluations of assets directly or indirectly linked to the U.S. real estate finance markets, and the attendant removal of liquidity,
both long and short term, from the capital markets occurred. These conditions have had and will continue to have, an adverse effect on us and companies we finance. Even in the absence of credit events directly affecting financial assets owned by us,
including trust preferred securities and residential mortgage-backed securities, the market valuation for those assets has been impaired and our ability to finance them reduced. In particular, trust preferred securities issued by companies in the
mortgage finance sector and the home builder sector have been negatively affected. Additionally, defaults of residential mortgages are increasing above historical norms and the rate of housing price appreciation is declining. While these factors are
contributing, in part, to the credit and liquidity disruptions, our residential portfolios continue to perform as expected.

We are in the
business of originating fixed income loans and securities, commercial whole and mezzanine loans and TruPS and subordinated debentures, and financing those loans and securities through long-term match funded securitizations. We have used short term
repurchase facilities. The financial conditions described above have impacted (and we expect will continue to impact) our ability to finance our business on a long-term, match funded basis and thus impede our ability to originate fixed income loans
and securities. Our fee income is expected to be reduced as compared to historical levels due to reduced origination and securitization levels. These conditions will cause our financing costs to rise as bond investors in securitizations will seek
higher yields or we may be dependent on other sources of financing with higher financing costs.

In the last quarter, we focused on
managing our risk exposure to these current developments, reducing our exposure to possible margin calls under repurchase agreements, seeking to conserve our liquidity and generating our adjusted earnings. While we recorded asset impairments as a
result of these developments resulting in our reported GAAP net loss, we declared a $0.46 per share common dividend. Our adjusted earnings this quarter were derived primarily from our investments in commercial mortgages and mezzanine loans and,
to a lesser degree, our portfolio of residential mortgages as well as origination fee income from our commercial mortgages and mezzanine loans and our European business. While we do not expect to be able to return to the dividend levels paid at the
beginning of 2007 in the foreseeable future, we expect to continue to generate fees and cash flow supported by the net investment income of our current investment portfolio. During the last quarter, we reduced our exposure to margin calls by paying
down our repurchase agreements balances by $699.5 million to $212.8 million as of September 30, 2007. This effort required us to temporarily curtail our origination of investments, which resulted in lower U.S. origination fees and in less
compensation and general administrative expenses being deferred in this quarter. We are seeing opportunities for enhanced returns and expect to begin increasing our rate of originating investments in the future, primarily in commercial mortgages,
mezzanine loans and other loans and in originating assets under management in Europe from which we may derive enhanced fees.

Due to the
conditions existing in the capital markets, we recorded other than temporary impairment of $343.0 million on our investments in securities and intangible assets offset by $96.0 million in minority interest allocation. Additionally, we

increased our loan loss reserves relating to our commercial mortgages and mezzanine loans by $5.4 million and $0.7 million relating to our residential
mortgages. These items were the primary driver of our reported net loss to common shareholders during the three-month period ended September 30, 2007. While we believe we have appropriately determined the level of impairment and reserves
as of September 30, 2007, we cannot assure you that no further temporary or other than temporary impairments or reserves will occur in the future. As discussed in our definition of economic book value, accounting for investments in consolidated
entities, primarily our consolidated securitizations, GAAP requires that we absorb temporary or other than temporary impairments in excess of our maximum amount of risk, or our retained investment. As a result, our shareholders equity has been
reduced by these impairments as of September 30, 2007. See Economic Book Value.

In the last quarter, a number of
developments adversely affected our available liquidity, including:



We received reduced cash from the equity and debt securities we retained in our CDO securitizations in the third quarter due to the redirection of cash within those
securitizations to repay senior classes of notes upon the failure of these securitizations to meet certain performance tests. In addition, the redirection of cash flows in those securitizations resulted in the suspension of payment to us of
subordinated management fees. We expect these and other of our securitizations will not meet performance tests in the future resulting in continued redirection of cash to senior securities in the securitizations. While these securitizations may
resume paying us cash in respect of the securities that we hold in the future or our subordinated management fees, we cannot assure when such payments will resume, if at all. As a consequence of any current or future failures of performance tests in
our securitizations, we may experience a further reduction or potentially elimination of returns to us in those securitizations for an indefinite time.



The market for securities issued by CDO securitizations collateralized by assets similar to those in our investment portfolio has been severely impacted by the
events occurring since July 2007. We were nevertheless able to close our second European securitization in September 2007 raising 900 million ($1.3 billion) and retaining 17.5 million ($25.0 million) representing approximately 41%
of the subordinated notes, or equity securities. We will continue to consider securitizations as a financing strategy to grow our investment portfolio, but we expect we will also continue to develop other financing arrangements in response to
current market conditions.



We have historically relied on repurchase agreements and warehouse lines of credit for short-term financing. We sought to reduce our exposure to repurchase
agreements due to volatility in capital markets and lack of liquidity. While we have received a significant number of margin calls, we have met all of the margin calls that we received during the quarter ended September 30, 2007. Our repurchase
agreements have been reduced by $699.5 million during the three months ended September 30, 2007 to $212.8 million as of September 30, 2007.

We are actively pursuing additional sources of financing for our commercial real estate business, including expanding and growing our commercial banking relationships and potentially partnering with institutions that
are looking to co-invest in the commercial assets we originate. We believe our available cash, restricted cash held by our consolidated and unconsolidated securitizations, availability of our secured credit facilities, cash flows from operations and
possibly sales of assets will be sufficient to fund our ongoing liquidity requirements. See Liquidity and Capital Resources.

Investors should also read our Current Report on Form 8-K filed on June 25, 2007, which updates Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2006, for a detailed discussion of the following items:

We are a diversified real estate finance company that provides a comprehensive set of
financing options to the real estate industry. We originate and invest in real estate-related assets that are underwritten through an integrated investment process. We conduct our business through our subsidiaries, RAIT Partnership L.P. and Taberna
Realty Finance Trust, or Taberna, as well as through their respective subsidiaries. RAIT and Taberna are self-managed and self-advised Maryland real estate investment trusts, or REITs. Our objective is to provide our shareholders with total returns
over time, including quarterly distributions and capital appreciation, while seeking to manage the risks associated with our investment strategy.

We are a specialty finance company that provides a comprehensive set of debt financing
options to the real estate industry. We originate and invest in real estate-related assets that are underwritten through an integrated investment process. We conduct our business through our subsidiaries, RAIT Partnership and Taberna, as well as
through their respective subsidiaries. RAIT is a self-managed and self-advised Maryland REIT. Taberna is also a Maryland REIT. We acquired Taberna in a merger completed in December 2006. Our objective is to provide our shareholders with total
returns over time, including quarterly distributions and capital appreciation, while seeking to manage the risks associated with our investment strategy.

As a result of our acquisition of Taberna, we believe we have expanded our ability to originate and invest in more diversified types of real estate related assets and to finance our investments through the use of CDOs
to match fund our investments for their duration. Our merger with Taberna increased our assets by approximately $10.5 billion that will cause a significant increase, net of Tabernas financing costs, in our net investment income going forward.
Tabernas historical operations and business generated income and distributions for its shareholders through its net investment income and fees generated from its origination network and its CDO structuring and asset management businesses.
Tabernas historical fees earned on these business, while not recognized for GAAP purposes, generated significant REIT taxable income and distributions for its shareholders. Since Tabernas operations are only included in our operations
for a small portion of 2006, we do not believe that our historical financial statements and result of operations contained herein will be indicative of our future performance and ability to generate distributions for our shareholders.

Core components of our business include a robust origination network, a disciplined credit underwriting process and, an ability to finance our business
more efficiently through the use of CDO transactions. Our extensive origination network allows us to lend to real estate borrowers internationally on a secured and unsecured basis, including through TruPS, mortgage loans, and mezzanine lending. A
broad referral network in both North America and Europe supports our origination platform. Our credit underwriting involves an extensive due diligence process that seeks to identify risks related to each proposed investment before an investment
decision is made and, thereafter, to monitor each investment on a continuous basis. As a result of our acquisition of Taberna, we have acquired a platform that we believe will allow us to structure CDO transactions and similar financing arrangements
to finance asset growth. We expect that use of CDOs will enable us to match the interest rates and maturities of our assets with the interest rates and maturities of our financing, thereby reducing interest rate volatility risk. We also believe that
the use of CDOs will lower our cost of funds by providing access to a global network of fixed income investors and allow us to compete with larger institutions providing loan products similar to ours. In addition, lower financing costs will allow us
to generate acceptable net investment income when competing to provide financing to borrowers with lower credit risk.

Our earnings are affected by a
variety of industry and economic factors. These factors include:



interest rate trends,



rates of prepayment on mortgages underlying our mortgage portfolio,



competition, and



other market developments.

A
variety of factors relating to our business may impact our financial condition and operating performance. These factors include:



our leverage,



our access to funding and borrowing capacity,

1



our borrowing costs,



our hedging activities,



changes in the credit performance of the loans, securities and other assets we own, and



the REIT requirements and our intention to qualify for exemption from registration as an investment company under the Investment Company Act.

Our net investment income is generated primarily from the net spread, or difference, between the interest and dividend
income we earn on our investment portfolio and the cost of our borrowings and hedging activities. We leverage our investments in an effort to enhance our returns. Leverage can enhance returns, but may also magnify losses.

The yield on our assets may be affected by actual prepayment rates on the assets, which may differ from our expectations of prepayment rates. Prepayments
on loans and securities may be influenced by changes in market interest rates and a variety of economic, geographic and other factors beyond our control, and consequently, prepayment rates cannot be predicted with certainty. To the extent we have
acquired assets at a premium or discount, a change in prepayment rates may further impact our anticipated yield. Under certain interest rate and prepayment scenarios, we may fail to recoup fully our cost of acquisition of certain assets.

In periods of declining interest rates, prepayments on our residential mortgage portfolio will likely increase. If we are unable to reinvest the
proceeds of prepayments at comparable yields, our net investment income is likely to decline. In periods of rising interest rates, prepayment rates on our residential mortgage portfolio will likely decrease, causing the expected duration of these
investments to be extended. If we have appropriately match-funded our assets with liabilities related to our residential mortgage portfolio, an increase in interest rates should not materially impact our net investment income. However, if we have
not sufficiently match-funded these assets with liabilities, a rise in interest rates could cause our net investment income to decrease as our borrowing and hedging costs increase while our interest income on those assets remains relatively constant
during the fixed-rate periods of the hybrid adjustable rate mortgages. Depending on how close our adjustable rate mortgages are to their interest rate reset date during their fixed-rate periods, a change in interest rates may not impact prepayment
as expected.

While we use hedging to mitigate some of our interest rate risk, we do not hedge all of our exposure to changes in interest
rates and prepayment rates, as there are practical limitations on our ability to insulate our portfolio from all of the negative consequences associated with these changes.